Max Baucus
About Max Baucus
Ambassador Max Baucus serves as an independent director of DIH Holding US, Inc. (DHAI) and chairs the Compensation Committee. He was U.S. Ambassador to China (2014–2017) and Montana’s longest‑serving U.S. Senator (1978–2014), where he chaired the Senate Finance Committee and helped architect the Affordable Care Act; he holds BA and JD degrees from Stanford University . He is currently a consultant via Baucus Group LLC and co‑founded the Baucus Institute at the University of Montana .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Government | U.S. Senator (Montana) | 1978–2014 | Chair/Ranking Member, Senate Finance Committee; led ACA, free‑trade agreements; work on agriculture, environment, highway bills; Clean Air Act of 1990 |
| U.S. Department of State | U.S. Ambassador to China | 2014–2017 | Bilateral diplomacy, trade and policy engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Baucus Group LLC | Managing Member | Not disclosed | Consulting; advises tech and biotech companies |
| University of Montana School of Law | Co‑Founder, Baucus Institute | Not disclosed | Public policy institute |
Board Governance
- Committee assignments: Compensation Committee Chair (members: Max Baucus, Dennis Streppa, F. Samuel Eberts III) . Audit Committee: Scott R. Burrell (Chair), Barrett Mooney, Dennis Streppa . Nominating & Corporate Governance: F. Samuel Eberts III (Chair), Scott R. Burrell, Barrett Mooney . Strategy Committee: Barrett Mooney (Chair), Dennis Streppa, Max Baucus, Jason Chen .
- Independence: Board determined Baucus is independent under Nasdaq and SEC rules; Lead Independent Director is F. Samuel Eberts III, with robust executive‑session responsibilities per corporate governance guidelines .
- Attendance: Board held 23 meetings in FY ended March 31, 2025; no director attended fewer than 75% of meetings/committees of which they were members .
- Clawback/Hedging & Pledging: Company has an adopted clawback policy; insider trading policy prohibits short sales, options trading, hedging and pledging of company securities .
- Executive sessions: Regular executive sessions of independent directors are mandated; Lead Independent Director presides and liaises with Chair/CEO .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Cash fees earned (Director) | $83,333 | $225,000 |
| Annual cash fee entitlement (post FY2024) | — (structure implemented post‑FY2024) | $200,000 per year |
Note: The board revised non‑employee director compensation “post fiscal year ended March 31, 2024” to $200,000 in cash plus $100,000 in shares annually for Baucus .
Performance Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Equity/Option Awards ($) | $0 | $75,000 (three quarters issued; Q4 pending) |
| Equity issuance basis | — | Valued at $35.50/share for those three quarters; Q4 not yet issued at report date |
Performance Metrics for Director Awards
| Metric Category | Detail |
|---|---|
| Performance metrics tied to director equity | None disclosed in company filings for director equity grants |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Baucus in DHAI filings |
Expertise & Qualifications
- Education: BA and JD, Stanford University .
- Public policy/finance expertise: Chair/Ranking Member of Senate Finance; ACA architect; trade, agriculture, environment, infrastructure legislation .
- International experience: U.S. Ambassador to China .
- Current advisory work: Tech and biotech consulting via Baucus Group LLC .
Equity Ownership
| As of Date | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| January 6–7, 2025 | 52,817 | <1% (denoted “*”) | Pre‑reverse split context |
| October 6, 2025 | 3,852 | Not disclosed | Shares outstanding were 2,092,653; reverse split effect evident |
- Pledging/Hedging status: Prohibited by company policy for directors and employees .
- Ownership guidelines: Not disclosed in filings referenced; clawback policy adopted .
Insider Trades
| Date | Transaction | Shares | Price | Value | Source |
|---|---|---|---|---|---|
| Dec 5, 2024 | Stock Award/Grant | 52,817 | $1.42 | $75,000 | |
| Dec 5, 2024 | Stock Award/Grant (roster summary) | 52,817 | — | — |
Governance Assessment
- Strengths:
- Independent director, high attendance, and formal governance infrastructure (clawback; prohibition on hedging/pledging; robust lead independent director responsibilities) bolster investor confidence .
- Chairs Compensation Committee and serves on Strategy Committee, indicating active engagement with pay policy and long‑term planning .
- Equity component to director pay ($100,000 annual target; $75,000 issued for FY2025 three quarters) supports alignment, though ownership remains modest .
- Watch items / potential conflicts:
- Consulting via Baucus Group LLC and advising tech/biotech firms could create perceived conflicts if counterparties overlap with DHAI’s ecosystem; Board’s independence determination found no relationships impairing judgment, but ongoing monitoring is prudent .
- Ownership is relatively low (<1% pre‑split; small post‑split stake), which may limit “skin‑in‑the‑game”; however, equity retainer partially mitigates this .
- Company‑level dilution risk from debentures/reverse stock split proposals (Board unanimously recommended “FOR”) is a governance and capital structure overhang; as a director, Baucus participated in the Board that supported these actions .